8-K: Current report filing
Published on July 31, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 31, 2019
CHIMERA INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
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1-33796
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26-0630461
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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520 Madison Avenue, 32nd Fl
New York, New York
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10022
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 626-2300
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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CIM
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New York Stock Exchange
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8.00% Series A Cumulative Redeemable Preferred Stock
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CIM PRA
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New York Stock Exchange
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8.00% Series B Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
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CIM PRB
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New York Stock Exchange
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7.75% Series C Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
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CIM PRC
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New York Stock Exchange
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8.00% Series D Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
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CIM PRD
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New York Stock Exchange
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ⃞
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ⃞
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Appointment of New Independent Director
Chimera Investment Corporation, Inc. announced today that Brian Patrick Reilly has been appointed to the Company’s Board of Directors as a Class III Director.
Mr. Reilly will stand for election at the Company’s 2020 shareholder meeting for the remaining two years of the Class III Director term. Mr. Reilly will serve on the Audit Committee, as a Financial Expert, and the Risk Committee of the Company’s
Board of Directors.
Mr. Reilly, age 59, has over 34 years of experience across multiple roles in the financial services industry. He currently serves as Senior Vice President and Chief Auditor of The Travelers
Companies, Inc., where he oversees the global audit team evaluating financial controls, operational efficiency, regulatory compliance and system and data integrity. He has been the Chief Auditor of The Travelers since 2002. Prior to joining The
Travelers, Mr. Reilly was a partner with Arthur Andersen LLP.
In addition, Mr. Reilly currently serves as a board member of the Connecticut Society of Certified Public Accountants, an organization of accounting professionals, and Village for Families and
Children, a non-profit organization. Mr. Reilly earned a bachelor’s degree in accounting from the University of Connecticut.
Mr. Reilly will be compensated in accordance with the Company’s standard compensation policies and practices for the Board, the components of which were disclosed in the Company’s Proxy Statement
for its 2019 Annual Meeting of Stockholders dated April 15, 2019.
Mr. Reilly has entered into the Company’s standard indemnification agreement, a copy of which is filed as Exhibit 10.6 to the Company’s Report on Form 10-Q filed on November 5, 2015. There are no
other arrangements or understandings between the appointee and any other person pursuant to which he was appointed. There are also no family relationships between the appointee and any director or executive officer of the Company and the appointee
does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure
A copy of the press release announcing the appointment of Mr. Reilly to the Board of Directors of Chimera Investment Corporation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and the exhibit furnished hereunder shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall
they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
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(d)
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Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Chimera Investment Corporation
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By:
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/s/ Rob Colligan
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Name:
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Rob Colligan
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Title:
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Chief Financial Officer
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Date:
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July 31, 2019
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